exv10w5






Exhibit 10.5




AMENDMENT NUMBER TWO

TO

AMENDED AND RESTATED WAFER SUPPLY AGREEMENT




     This Amendment Number Two (the “Amendment”), effective as of April 1, 2008 (the
“Amendment Effective Date”), amends the Amended and Restated Wafer Supply Agreement effective as of
April 1, 2003 (as further amended by Amendment Number One, effective August 11, 2004) (the
“Agreement”), by and between OKI Electric Industry Co., Ltd. (“OKI ELECTRIC” or “OKI”), a
Japanese corporation having its registered head office at 7-12, Toranomon 1-chome, Minato-ku, Tokyo
105-8460, Japan, and Power Integrations International, Ltd. (“PI”) a Cayman Islands
corporation having its principal place of business at 4th Floor, Century Yard, Cricket Square,
Elgin Avenue, P.O. Box 32322, Grand Cayman KY1-1209. Unless specifically designated otherwise,
capitalized terms used herein shall have the same meanings given them in the Agreement.



Recitals




     Whereas, pursuant to the terms of the Agreement, PI grants to OKI ELECTRIC licenses
of certain of PI’s intellectual property for the sole purpose of PI acquiring from OKI ELECTRIC the
fabrication and supply of wafers of certain power IC products; and



     Whereas, PI and OKI ELECTRIC desire to amend the terms of the Agreement; and



     Whereas, in accordance with Section 18.10 of the Agreement, the Agreement may be
amended only by an instrument in writing duly executed by authorized officers of OKI ELECTRIC and
PI.



     Now, Therefore, in consideration of the mutual promises contained herein and other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereby amend the Agreement as follows:



Agreement





	1.	 	Section 13.1 is deleted in its entirety and replaced with the following:
	 
	 	 	This Agreement shall continue in full force and effect from the Effective Date until October
1, 2008, unless earlier terminated as provided herein (“Term”).
	 
	2.	 	Section 13.11 is deleted in its entirety and replaced with the following:
	 
	 	 	Notwithstanding any termination or expiration of this Agreement, the provisions of Articles
1, 4, 11, and 12, Sections 13.7, 13.8, 13.9, 13.10, this Section 13.11, Sections 16.4, 19.9,
and Articles 14, 15, and 18 shall survive expiration or termination of this Agreement.
	 
	3.	 	“Article 21 (Miscellaneous Provisions)” becomes “Article 18 (Miscellaneous Provisions)” and
the numbering of all sections of Article 18 (Miscellaneous Provisions) become sections
numbered 18.





Confidential




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Effective as of the Amendment Effective Date, all references in the Agreement to the “Agreement” or
“this Agreement” shall mean the Agreement as amended by this Amendment. Except as expressly amended
herein, the terms of the Agreement continue unchanged and shall remain in full force and effect.
This Amendment may be executed in one or more counterparts, each of which shall be considered an
original, but all of which counterparts together shall constitute one and the same instrument.



In Witness Whereof, the parties have caused this Amendment to be executed by their duly
authorized representatives, effective as of the Amendment Effective Date.




	 	 	 	 	 	 	 	 	 	 	 
	OKI ELECTRIC INDUSTRY CO., LTD.	 	 	 	POWER INTEGRATIONS INTERNATIONAL, LTD.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Akira Arimatsu
	 	 	 	By:
	 	/s/ John L. Tomlin	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Name:

	 	Akira Arimatsu
	 	 	 	Name:
	 	John L. Tomlin	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Title:

	 	General Manager
	 	 	 	Title:
	 	President	 	 






Confidential




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